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Tennessee Incorporation

Form a Tennessee Corporation

Incorporate Tennessee Online: Form a Tennessee (TN) corporation. Incorporate in Tennessee online with the Tennessee incorporation experts at LawInc.com Forming a Tennessee corporation has never been simpler. We will help you form a Tennessee corporation, the right way. To simply incorporate in Tennessee, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Tennessee today.

Incorporating in Tennessee

Incorporating a Tennessee corporation can be vital to businesses based of Tennessee. At LawInc, we prepare your Tennessee corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Tennessee corporation Tax ID number and file your Tennessee S corporation election with the IRS.

Tennessee Incorporation Information

The following Tennessee incorporation information will likely be helpful when deciding to incorporate in Tennessee.

Tennessee Corporation Name

The first step in forming a Tennessee corporation is selecting the business name. Tennessee corporation names:
  • Must contain “Corporation”, “Incorporated”, “Company”, “Corp.”, “Inc.” or “Co.”
  • Must be distinguishable upon the records of the Tennessee Secretary of State from any other formally organized entity registered with the Tennessee Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.
  • May not imply that it will conduct business as a bank, trust company, insurance company or public service company unless it proposes in fact to engage in such special kind of business.
An available Tennessee corporation name may be reserved with the Tennessee Secretary of State for a 120 day period. LawInc.com permits you to choose up to three names and will conduct a name search for your Tennessee corporation, prior to filing.

Tennessee Corporation Formation

Tennessee Filing Procedure: To incorporate in Tennessee, you must file Tennessee Articles of Incorporation with the Tennessee Secretary of State. Tennessee Corporation Charter: The Tennessee corporation charter should include:
  • Name of the Tennessee corporation.
  • Number shares the Tennessee corporation will have the authority to issue.
  • Name and physical address of the Tennessee corporation’s registered agent.
  • Address of Tennessee corporation’s principal office.
  • Name and signature of Tennessee corporation incorporator.
Tennessee Corporation Filing Fee: The Tennessee corporation filing fee is $100. Tennessee Corporation County Filing: If the corporation’s principal office is located in Tennessee, a copy of the Charter must be filed with the Register of Deeds of the county in which the principal office is located. No county filing is required if the principal office is located outside of Tennessee. Tennessee Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. Tennessee Corporation Incorporator: Minimum number of incorporators is one (1) person (includes individual and entity), and there is no requirement that an incorporator be a resident of Tennessee. Tennessee Corporation Limitation of Liability: The articles of incorporation may contain, within the limitations prescribed by the Tennessee Revised Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director. Tennessee Corporation Directors: Minimum number of directors is one (1). Tennessee Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Tennessee Revised Business Corporation Act.” Tennessee Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. Tennessee Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000. Tennessee Registered Agent: When incorporating in Tennessee, a Tennessee corporation must maintain a registered agent and office to receive service of process in Tennessee. The Tennessee registered agent should be available, at a Tennessee physical address, during normal business hours to accept important legal and tax documents on behalf of the Tennessee corporation. The registered agent can either be (1) an individual with a physical Tennessee address or (2) a corporation authorized to serve as registered agent.

Tennessee Corporation Post-Filing Requirements

Tennessee Corporation Annual Report: Tennessee corporations must file an annual report which is due on the 1st day of the 4th month after the close of the Tennessee corporation’s fiscal year. For most companies, the fiscal year ends on December 31 and the annual report is due April 1. The fee is $20. The late fee is $10. To file the Tennessee corporation annual report, visit: http://tnbear.tn.gov/Ecommerce/AnnualReportInstr.aspx. Tennessee Corporate Minutes: Tennessee corporations should hold and document annual shareholder and director meetings.

Tennessee Corporation Taxes

Tennessee Corporation Taxes: For information on Tennessee income tax ,visit: http://www.state.tn.us/revenue/. Tennessee C Corporation: When incorporating in Tennessee, all Tennessee corporations formed by default are “C” corporations. A Tennessee C corporation is a Tennessee corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Tennessee C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Tennessee C corporations offer many planning and benefit opportunities. Tennessee S Corporation: A Tennessee S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Tennessee S corporations are not subject to the double taxation C corporations encounter. The State of Tennessee recognizes federal S corporation status. These are the 3 main advantages of forming a Tennessee S corporation:
  1. No double taxation: One of the main advantages of Tennessee S corporation status is that it avoids the double taxation that occurs with a regular Tennessee C corporation. In a Tennessee C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
  2. Loss deductions: The availability of losses. Shareholders of a Tennessee S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Tennessee C corporation, however, may offset only the corporation’s earnings.
  3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Tennessee, Tennessee corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

Tennessee Corporation Dissolution

Tennessee Corporation State Dissolution Requirements: A Tennessee corporation can be voluntarily dissolved by filing Articles of Dissolution with the Tennessee Secretary of State. The fee is $20. Tennessee Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.